建立一種有效的合規計劃,已經成為西方企業進行內部治理的重要方式。我們可以將合規管理與業務管理、財務管理視為當代公司治理的三大組成部分。但是,西方企業之所以在建立合規計劃方面具有強大的動力,是因為合規在刑法上具有多重激勵機制,也就是,建立有效的合規計劃可以成為涉嫌犯罪的企業尋求不起訴、作出無罪抗辯、獲得減免刑罰乃至與監管機構簽署暫緩起訴協議的重要依據,企業由此可以最大限度地減少損失。也正是在這種刑法激勵機制的作用下,西方律師業逐漸發展出來一種重要的合規業務,將獨立的合規調查、對監管起訴的應對以及合規計劃的打造作為這種業務的基本內容。只有將企業合規同時視為公司治理的手段、刑法上的激勵機制以及律師協助企業防范法律風險的業務,才能對其形成一種完整的理解。

Establishing an effective compliance program has become an important way for western companies to conduct internal corporate governance. We can regard compliance management,business management and financial management as three major components of contemporary corporate governance.However,the reason why western companies have a strong incentive to establish a compliance program is that there are multiple incentives in criminal law. If an effective compliance program could be established,companies which were suspected of committing crimes can seek for non-prosecution,plea for innocence,obtaining penalty reduction,and even gaining an important basis for signing a deferred prosecution agreement with the regulatory authority. In this case,companies can minimize their losses. It is also under the influence of this criminal law incentive mechanism that the western law firms have gradually developed three important kinds of compliance business,including independent compliance investigations,response to regulatory prosecutions and building compliance programs. We can completely understand corporate compliance only when it is seen as a method of corporate governance,an incentive mechanism in criminal law,and a part of lawyer’s business which assists companies in preventing legal risks.